TIDMMCRB
RNS Number : 1814C
MCB Finance Group PLC
14 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release
14 January 2015
Recommended cash acquisition
of
all of the issued and to be issued share capital of
MCB Finance Group plc
by
International Personal Finance plc
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Amendment to Director's Interest
In MCB's Opening Position Disclosure made on 2 December 2014 MCB
indicated that Rami Ryhänen, one of the MCB Directors, was
interested as at 18 November 2014 in a total of 125,542 MCB Shares
(excluding interests held under options to subscribe for new
shares), representing approximately 0.71 per cent. of the issued
share capital of MCB. This interest was again referred to in the
Scheme Document, where it was indicated that Rami Ryhänen was the
beneficial owner of 46,878 MCB Shares and that the remainder of
such interest comprised MCB Shares beneficially owned by, and
registered in the name of, Solotel Oy, a company of which Rami
Ryhänen is the beneficial owner.
It has subsequently come to MCB's attention that the number of
MCB Shares of which Rami Ryhänen is the beneficial owner is 45,878,
rather than 46,878 as referred to in the Scheme Document.
Accordingly, as at 18 November 2014 (being the date of the MCB
Opening Position Disclosure) and as at 23 December 2014 (being the
date of the Scheme Document) Rami Ryhänen was interested in a total
of 124,542 MCB Shares (excluding interests held under options to
subscribe for new shares), representing approximately 0.70 per
cent. of the issued share capital of MCB.
MCB is today making a separate announcement to amend
appropriately MCB's Opening Position Disclosure made on 2 December
2014.
Irrevocable Undertakings
In the announcement pursuant to Rule 2.7 of the Code made on 19
December 2014 and in the Scheme Document it was stated that:
(a) Rami Ryhänen had given to IPF an irrevocable undertaking in
respect of the 46,878 MCB Shares (representing approximately 0.26
per cent. of the issued share capital of MCB) of which he was the
beneficial owner;
(b) IPF had received irrevocable undertakings from Directors of
MCB, and from certain related parties, to vote in favour of the
Scheme at the Court Meeting and in favour of the General Meeting
Resolution in respect of a total of 2,157,725 MCB Shares,
representing approximately 12.2 per cent. of the issued share
capital of MCB; and
(c) IPF had received, in total, irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and in favour of the
General Meeting Resolution in respect of 14,621,990 MCB Shares,
representing approximately 82.7 per cent. of the issued share
capital of MCB.
In light of the fact that, as referred to above, Rami Ryhänen is
the beneficial owner of 45,878, rather than 46,878, MCB Shares:
(a) the irrevocable undertaking referred to in (a) above related
(and could only relate) to 45,878 MCB Shares (representing 0.26 per
cent. of the issued share capital of MCB);
(b) the aggregate number of MCB Shares in respect of which IPF
received irrevocable undertakings from Directors of MCB, and from
certain related parties, as referred to in (b) above, was therefore
2,156,725 MCB Shares (representing approximately 12.2 per cent. of
the issued share capital of MCB); and
(c) the total number of MCB Shares in respect of which IPF
received irrevocable undertakings, as referred to in (c) above, was
therefore 14,620,990 MCB Shares (representing approximately 82.7
per cent. of the issued share capital of MCB).
Also, one of the parties who gave to IPF an irrevocable
undertaking to vote in favour of the Scheme at the Court Meeting
and in favour of the General Meeting Resolution was Henry Nilert,
who is an MCB Director. This irrevocable undertaking related to a
total of 669,603 MCB Shares (representing approximately 3.79 per
cent. of the issued share capital of MCB). Of these 669,603 MCB
Shares, 53,333 MCB Shares (representing 0.30 per cent. of the
issued share capital of MCB) are registered in the name of Pershing
Nominees Limited. Although Pershing Nominees Limited validly
exercised the votes attached to such MCB Shares in favour of the
Scheme at the Court Meeting, such votes were not validly exercised
in respect of the General Meeting Resolution, notwithstanding the
terms of the irrevocable undertaking given by Henry Nilert to
IPF.
General
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on MCB's website at www.mcbfinance.com.
The contents of this website are not incorporated into, and do not
form part of, this announcement.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document dated 23 December
2014.
Enquiries
For further information contact:
MCB
Paul Aylieff, Chief Financial Officer
Phone: +372 501 4064 / +44 7599 000007
Torch Partners
Rupert Robson
Tom Roberts
Phone: +44 20 7227 8830
Sanlam Securities UK Limited
Lindsay Mair
James Thomas
Phone: +44 20 7628 2200
Allerton Communications
Peter Curtain
Phone: +44 20 3137 2500
Further information on the Acquisition
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer to
sell, purchase, exchange or subscribe for, or an invitation to
purchase or subscribe for, any securities or the solicitation of an
offer to sell, purchase, exchange or subscribe for any securities
or of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise, nor shall there be any such sale,
purchase, exchange or subscription of securities in MCB or any such
offer or solicitation in any jurisdiction in contravention of
applicable law.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales, the Code and the AIM Rules and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United
Kingdom.
Torch Partners, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for MCB and
no one else in connection with the Acquisition and will not be
responsible to anyone other than MCB for providing the protections
afforded to clients of Torch Partners nor for giving advice in
relation to the Acquisition or any other matters referred to in
this announcement.
Sanlam, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for MCB and no one
else in connection with the Acquisition and will not be responsible
to anyone other than MCB for providing the protections afforded to
clients of Sanlam nor for giving advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Evercore, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for IPF and
no one else in connection with the Acquisition and will not be
responsible to anyone other than IPF for providing the protections
afforded to clients of Evercore nor for giving advice in relation
to the Acquisition or any other matters referred to in this
announcement.
Overseas Shareholders
MCB Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements in their jurisdictions.
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by IPF or required by the Code and
permitted by applicable law and regulation, this announcement will
not be, and must not be, mailed or otherwise forwarded, distributed
or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities
exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STREASFLFAFSEFF
MCB Finance (LSE:MCRB)
Historical Stock Chart
From Nov 2024 to Dec 2024
MCB Finance (LSE:MCRB)
Historical Stock Chart
From Dec 2023 to Dec 2024
